As filed with the Securities and Exchange Commission on July 13, 1998.
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
__________________________
TERRA NOVA INSURANCE (UK) HOLDINGS PLC
(Exact name of registrant as specified in its charter)
ENGLAND AND WALES NOT APPLICABLE
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
TERRA NOVA HOUSE
41-43 MINCING LANE
LONDON EC3R 7SP, GREAT BRITAIN
----------------------------------------
(Address of principal executive offices)
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
--------------------- ------------------------------
$100,000,000 7% New York Stock Exchange, Inc.
Notes Due 2008
If this Form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective upon filing pursuant to
General Instruction A.(c), check the following box. [x]
If this Form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-53999, -01
Securities to be registered pursuant to Section 12(g) of the Act: None
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
-------------------------------------------------------
The material set forth in the section captioned "Description of
Exchange Notes" in the Registrant's Amendment No. 1 to the Registration
Statement on Forms F-4 and S-4 (Registration No. 333-53999, -01), filed with the
Securities and Exchange Commission on June 16, 1998, is incorporated herein by
reference.
ITEM 2. EXHIBITS.
--------
The following is a list of all exhibits filed as part of this
registration statement.
EXHIBIT NO. DESCRIPTION
- ----------- -----------
1 Registrant's Amendment No. 1 to the Registration Statement on
Forms F-4 and S-4 (Registration No. 333-53999, -01), filed with
the Securities and Exchange Commission on June 16, 1998 (the
"Registration Statement"), incorporated herein by reference.
2 Memorandum and Articles of Association of the Registrant dated
November 1, 1994, incorporated herein by reference to Exhibit 3.1
to the Registration Statement.
3 Certificate of Incorporation and Memorandum of Association of
Terra Nova (Bermuda) Holdings Ltd. ("Bermuda Holdings") dated
November 29, 1993, incorporated herein by reference to Exhibit
3.2 to the Registration Statement.
4 Amended and Restated Bye-Laws of Bermuda Holdings, dated March
25, 1996, incorporated herein by reference to Exhibit 3.3 to the
Registration Statement.
5 Registration Rights Agreement, dated May 18, 1998, among the
Registrant, Bermuda Holdings and the Initial Purchaser,
incorporated herein by reference to Exhibit 1.2 to the
Registration Statement.
6 Indenture, dated May 18, 1998, among the Registrant, Bermuda
Holdings and The Chase Manhattan Bank as Trustee, incorporated
herein by reference to Exhibit 4.2 to the Registration Statement.
7 Deposit and Custody Agreement, dated May 18, 1998, among the
Registrant, Bermuda Holdings, Chase Manhattan Bank Luxembourg
S.A. as Custodian, and The Chase Manhattan Bank as Depositary,
incorporated herein by reference to Exhibit 4.4 to the
Registration Statement.
8 Form of the Registrant's 7% Exchange Note due 2008.
2
SIGNATURE
---------
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, as amended, the Registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
TERRA NOVA INSURANCE (UK) HOLDINGS plc
By: /s/ Jean M. Waggett
--------------------------
Jean M. Waggett,
as Attorney-In-Fact
Dated: July 13, 1998
3